Directors’ Statement & Financial Statements

1 129 Group Overview / Operating & Financial Review / Governance & Sustainability / Financial Statements / Other InformationDirectors Statement & Financial StatementsContents130 Directors Statement136 Independent Auditors Report137 Balance Sheets138 Consolidated Profit & Loss Account139 Consolidated Statement of Comprehensive Income140 Statements of Changes in Equity143 Consolidated Statement of Cash Flows146 Notes to the Financial Statements198 Significant Subsidiaries & Associated Companies209 Interested Person Transactions210 Key Executives219 Major Properties225 Group Five-Year Performance229 Group Value-Added Statements230 Share Performance231 Shareholding Statistics232 Notice of Annual General Meeting & Closure of Books237 Corporate Information238 Financial Calendar239 Proxy Form130 keppel Corporation Limited Report to Shareholders 2015 Directors StatementFor the Financial year ended 31 December 2015 The Directors present their Statement together with the audited consolidated Financial Statements of the Group and balance sheet and Statement of changes in equity of the Company for the Financial year ended 31 December the opinion of the directors, the consolidated Financial Statements of the Group and the balance sheet and Statement of changes in equity of the Company as set out on pages 137 to 208 are drawn up so as to give a true and fair view of the Financial position of the Group and of the Company as at 31 December 2015, and the Financial performance.

2 Changes in equity and the cash flows of the Group and changes in equity of the Company for the Financial year then ended and at the date of this Statement , there are reasonable grounds to believe that the Company will be able to pay its debts when they fall Directors The Directors of the Company in office at the date of this Statement are: Lee Boon Yang (Chairman) Loh Chin Hua (Chief Executive Officer) Oon Kum Loon (Mrs) Tow Heng Tan Alvin Yeo Khirn Hai Tan Ek Kia Danny Teoh Tan Puay Chiang Till Bernhard Vestring (appointed on 16 February 2015) Veronica Eng (appointed on 1 July 2015)2. Audit Committee The Audit Committee of the Board of Directors comprises four independent non-executive Directors. Members of the Committee are: Danny Teoh (Chairman) Oon Kum Loon (Mrs) Alvin Yeo Khirn Hai Veronica Eng (appointed on 1 July 2015) The Audit Committee carried out its function in accordance with the Singapore Companies Act, including the following: Reviewed audit scopes, plans and reports of the Company s external auditors and internal auditors and considered effectiveness of actions/policies taken by management on the recommendations and observations; Reviewed the assistance given by the Company s officers to the auditors; Carried out independent review of quarterly Financial reports and year-end Financial Statements ; Examined effectiveness of Financial , operational, compliance and information technology controls.

3 Reviewed the independence and objectivity of the external auditors annually; Reviewed the nature and extent of non-audit services performed by external auditors; Met with external auditors and internal auditors, without the presence of management, at least annually; Ensured that the internal audit function is adequately resourced and has appropriate standing within the Company, at least annually; Reviewed interested person transactions; and Investigated any matters within the Audit Committee s term of reference, whenever it deemed necessary. The Audit Committee nominates Messrs PricewaterhouseCoopers LLP for appointment as the external auditors of the Company in place of the retiring auditors, Messrs Deloitte & Touche LLP, at the forthcoming Annual General Meeting of the Arrangements to enable directors to acquire shares or debentures Neither at the end of the Financial year nor at any time during the Financial year did there subsist any arrangement whose object is to enable the Directors of the Company to acquire benefits by means of the acquisition of shares or debentures in the Company or any other body corporate other than the KCL Restricted Share Plan.

4 KCL Performance Share Plan and Remuneration Shares to Directors of the Overview / Operating & Financial Review / Governance & Sustainability / Financial Statements / Other InformationDirectors Statement & Financial Statements - Directors Statement4. Directors interests in shares and debentures According to the Register of Directors shareholdings kept by the Company for the purpose of Section 164 of the Singapore Companies Act, none of the Directors holding office at the end of the Financial year had any interest in the shares and debentures of the Company and related corporations, except as follows: Holdings At or date of appointment, if later keppel Corporation Limited (Ordinary shares) Lee Boon Yang 173,000 197,000 197,000 Loh Chin Hua 180,212 332,824 332,824 Loh Chin Hua (deemed interest) 38,500 38,500 38,500 Oon Kum Loon (Mrs) 69,200 76,200 76,200 Oon Kum Loon (Mrs) (deemed interest) 54,000 54,000 54,000 Tow Heng Tan 24,888 30,888 30,888 Tow Heng Tan (deemed interest) 28,789 28,789 28,789 Alvin Yeo Khirn Hai 19,225 24,225 24,225 Alvin Yeo Khirn Hai (deemed interest) 32,000 32,000 32,000 Tan Ek Kia 10,825 16,825 16,825 Danny Teoh 37,825 44,825 44,825 Tan Puay Chiang 27,600 32,600 32,600 Tan Puay Chiang (deemed interest)

5 7,103 7,103 7,103 Till Bernhard Vestring - 55,000 55,000 (Unvested restricted shares to be delivered after 2012) Loh Chin Hua 25,881 - - (Unvested restricted shares to be delivered after 2013) Loh Chin Hua 58,664 29,333 29,333 (Unvested restricted shares to be delivered after 2014) Loh Chin Hua 150,000 100,000 100,000 (Contingent award of restricted shares to be delivered after 2015) 1 Loh Chin Hua - 150,000 150,000 (Contingent award of performance shares issued in 2012 to be delivered after 2014) 2 Loh Chin Hua 77,643 - - (Contingent award of performance shares issued in 2013 to be delivered after 2015) 2 Loh Chin Hua 93,171 93,171 93,171 (Contingent award of performance shares issued in 2014 to be delivered after 2016) 2 Loh Chin Hua 180,000 180,000 180,000 (Contingent award of performance shares issued in 2015 to be delivered after 2017) 2 Loh Chin Hua - 220,000 220,000 ( Fixed Rate Notes due 2022) Tan Puay Chiang $250,000 $250,000 $250,000132 keppel Corporation Limited Report to Shareholders 2015 Directors Statement4.

6 Directors interests in shares and debentures (continued) Holdings At or date of appointment, if later keppel Land Limited (Ordinary shares) Loh Chin Hua 150,400 - - Oon Kum Loon (Mrs) 14,000 - - Tow Heng Tan (deemed interest) 95 - - Alvin Yeo Khirn Hai (deemed interest) 10,000 - - Tan Ek Kia 11,400 - - Danny Teoh 100,000 - - ( Fixed Rate Notes due 2015) Tan Puay Chiang $250,000 - - ( Fixed Rate Notes due 2024) Tan Puay Chiang $250,000 $250,000 $250,000 ( keppel Land Limited was delisted from the Official List of the Singapore Exchange Securities Trading Limited on 16 July 2015 following the completion of the voluntary unconditional cash offer (the Offer ) and subsequent exercise under Section 215(3) of the Companies Act (Chapter 50 of Singapore) for shares in keppel Land Limited by keppel Corporation Limited.)

7 As at the close of the Offer, all outstanding share options granted under the keppel Land Share Option Scheme were tendered in acceptance of the options proposal made by keppel Corporation Limited and subsequently cancelled. In connection with the delisting, it has been determined by the Remuneration Committee of keppel Land Limited that all outstanding awards under the keppel Land Restricted Share Plan and keppel Land Performance Share Plan will, subject to the fulfilment of the vesting conditions, be settled by cash payments as permitted under the rules of the aforementioned share plans.) keppel REIT (Units) Lee Boon Yang 14,840 15,097 15,097 Loh Chin Hua 7,000 7,000 7,000 Loh Chin Hua (deemed interest) 556,160 556,160 556,160 Oon Kum Loon (Mrs) 17,696 17,696 17,696 Oon Kum Loon (Mrs) (deemed interest) 12,320 12,320 12,320 Tow Heng Tan 5,568 5,568 5,568 Tow Heng Tan (deemed interest) 8,070 8,070 8,070 Alvin Yeo Khirn Hai 4,263 4,303 4,303 Alvin Yeo Khirn Hai (deemed interest) 108,960 210,663 210,663 Tan Ek Kia 1,911 1,911 1,911 Danny Teoh 8,911 8,911 8,911 Tan Puay Chiang 12,000 12,000 12,000 Tan Puay Chiang (deemed interest) 6,000 6,000 6,000 keppel DC REIT (Units) Oon Kum Loon (Mrs)

8 75,000 75,000 75,000 Alvin Yeo Khirn Hai 75,000 75,000 75,000 Tan Puay Chiang 75,000 75,000 75,0001 Depending on the achievement of pre-determined performance targets, the actual number of shares to be released could range from zero to the number Depending on the achievement of pre-determined performance targets, the actual number of shares to be released could range from zero to 150% of the number Overview / Operating & Financial Review / Governance & Sustainability / Financial Statements / Other InformationDirectors Statement & Financial Statements - Directors Statement5. Share options of the Company Details of share options granted under the KCL Share Option Scheme ( Scheme ) are disclosed in Note 3 to the Financial Statements . No options to take up Ordinary Shares ( Shares ) were granted during the Financial year.

9 There were 1,528,130 Shares issued by virtue of exercise of options and options to take up 220,900 Shares were cancelled during the Financial year. At the end of the Financial year, there were 17,821,474 Shares under option as follows: Number of Share Options Balance at Balance at Exercise Date of Date of grant Exercised Cancelled price expiry 11,000 (11,000) - - $ 19,800 (19,800) - - $ 82,500 (2,200) - 80,300 $ 283,000 (132,700) - 150,300 $ 1,671,900 (43,000) - 1,628,900 $ 6,145,759 - (209,000)

10 5,936,759 $ 2,355,600 - - 2,355,600 $ 3,177,430 (17,600) (11,900) 3,147,930 $ 876,100 (404,800) - 471,300 $ 2,122,485 (240,300) - 1,882,185 $ 2,824,930 (656,730) - 2,168,200 $ 19,570,504 (1,528,130) (220,900) 17,821,474 There are no options granted to any of the Company s controlling shareholders or their associates under the Share plans of the Company The KCL Performance Share Plan ( KCL PSP ) and KCL Restricted Share Plan ( KCL RSP ) were approved by the Company s shareholders at the Extraordinary Genera